SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) December 1, 1995
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OXIS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-8092 94-1620407
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION)
6040 N. Cutter Circle, Suite 317, Portland, OR 97217
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code. (508) 283-3911
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Total number of sequentially
numbered pages: 20
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Exhibit Index at page: 4
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ITEM 5. OTHER EVENTS
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Effective December 1, 1995, OXIS International, Inc. ("OXIS") sold
convertible debentures initially convertible into an aggregate of 960,000 shares
of its Common Stock, and warrants to purchase an aggregate of 192,000 shares of
its Common Stock in a private placement to offshore investors for an aggregate
consideration of $1,200,000. An additional $55,000 was raised by an additional
sale of such debentures and warrants effective December 20, 1995. The
securities sold (including the underlying Common Stock) are not registered under
the Securities Act of 1933, as amended, and may not be re-offered or re-sold
absent registration under the Securities Act or available exemptions from such
registration requirements.
A copy of the Press Release with respect to the December 1, 1995
transaction is attached as an exhibit to this report. A copy of the form of
debenture and the form of warrant issued in the above offering are attached as
exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(c) Exhibits
99.1 Press Release, dated December 4, 1995.
99.2 Form of 8% Convertible Subordinated Debenture Due December 31, 1997.
99.3 Form of Warrant to Purchase Common Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OXIS INTERNATIONAL, INC.
(Registrant)
Dated: January 2, 1996 By: /s/ Anna D. Barker
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Anna D. Barker
President and Chief Executive Officer
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EXHIBIT INDEX
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Page No. in
sequentially numbered
Exhibit No. Description current report
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99.1 Press Release dated December 4, 1995. 5
99.2 Form of 8% Convertible Subordinated 6
Debenture Due December 31, 1997.
99.3 Form of Warrant to Purchase Common Stock. 12
4